Payment Terms

1. Definitions

“Agreement” has the meaning in clause 2 of these Payment Terms.

“Fees” means all fees payable by you in connection with the use of the Platform as described in these terms and any Order.

“Franchised Business” means a business operated under the Franchise System.

“Franchise System” means the franchise system or systems operated by you.

“Franchise Group” means a group of Franchise Systems that are owned, controlled or operated within the same group.

“Franchise Resale” means the sale of an established Franchised Business as a going concern.

“Further Term” has the meaning in clause 3.2 of these Payment Terms.

“Initial Term” has the meaning in clause 3.1 of these Payment Terms.

“Lead Fee” means the fee payable by you to us per Lead as described in clause 5.2(b)(ii) of these Customer Payment Terms.

“Listing” means listings of businesses for sale within the Franchise System (including New Franchises, sales of company owned locations and Franchise Resales).

“Mini Site” means the landing page for your Franchise System on the Platform.

“New Franchise” means a new Franchised Business that is not trading as at the date of date of listing.

“Order” has the meaning in clause 2.1(b) of these Payment Terms.

“Passive Subscription” has the meaning in clause 5.2(a) of these Payment Terms.

“Passive Subscription Fee” has the meaning in clause 5.2(a) of these Payment Terms.

“Platform” means the www.hattch.com desktop website, mobile website and mobile applications (including mobile phone, tablet and wearable applications) and related systems.

“Proactive Subscription” has the meaning in clause 5.2(b) of these Payment Terms.

“Proactive Subscription Fee” has the meaning in clause 5.2(b) of these Payment Terms.

“Prospective Franchisees” means users of the Platform looking to acquire a franchised business.

“Qualified Leads” means a Prospective Franchisee that has had an enquiry accepted in your Franchise System or the franchise system of a third party.

“Stripe” means the online payment system integrated with the Platform operated by Strip Inc.

“Subscription” means your subscription with us that gives you the right to have your Listings published on the Platform, being either a Proactive Subscription or Passive Subscription.

“Subscription Fees” means the Passive Subscription Fee and/or the Proactive Subscription Fee (as applicable).

“Term” means your Initial Term and Further Terms (if applicable).

“Unqualified Leads” means lead enquiries who have been unqualified by you or have deselected themselves from an opportunity within your Franchise System.

“Upfront Fees” means the upfront fee payable by you to us as described in clause 5.2(a)(i) of these Payment Terms.

“We / our / us” means hattch Pty Ltd (ACN 655 531 490); and

“You” means you, the legal entity that owns the Franchise System.

2. Your Agreement with us

2.1 Your agreement with us (Agreement) consists of:

(a) these Payment Terms; and

(b) any physical document or electronic interface that we make available to you which you sign or otherwise indicate your agreement to, and which identifies your Subscription, including, but not limited to, paper order forms, insertion orders or contracts, emails, online order forms or other documents (your Order); and

(c) the terms and conditions of our Privacy Policy, and Franchisor Terms of Use applicable to your Subscription, as published at www.hattch.com and as amended from time to time in accordance with clause 9.1(d) below; and

(d) the terms and conditions of any credit application accepted from you.

This Agreement is the entire agreement between us about its subject matter and it supersedes all prior agreements and understandings between us.

3. Term

3.1 The initial term of this Agreement is 12 months from sign up or updating your Subscription (Initial Term), subject to termination in accordance with this Agreement.

3.2 For Subscriptions, following the expiry of the Initial Term, your Subscription will continue on a month-by-month basis until terminated in accordance with this Agreement. The monthly Subscription may be terminated by either party by giving the other party not less than 30 days’ notice in writing.

4. Subscriptions

4.1 Selecting the Subscription – The Franchisor can select a Passive Subscription or a Proactive Subscription.

4.2 Changing Subscription – The Franchisor can select a different Subscription through the Platform at any time during the Term.

4.3 Passive Subscription – Franchisors with a Passive Subscription:

(a) can advertise Listings on the Platform; and

(b) review enquiries from Prospective Franchisees matched to the Franchise System through the Platform; and

4.4 Proactive Subscription – Franchisors with a Proactive Subscription:

(a) can advertise Listings on the Platform;

(b) review enquiries from Prospective Franchisees matched to the Franchise System through the Platform;

(d) will have access to information about the Prospective Franchisees that are compatible with your Franchised System; and

(e) may invite Prospective Franchisees to apply for Listings for the Franchise System.

5. Fees and billing

5.1 All Fees are payable through Stripe. It is a condition of your use of the Platform that you:

(a) do everything required in order to facilitate payment of Fees to us through Stripe;

(b) authorise the deduction of Fees from your account or credit card through Stripe; and

5.2 The Fees payable for the respective Subscriptions are as follows:

(a) Passive Subscription

(i) Upfront Fee – $2,500 plus GST signup fee; and

(ii) Ongoing Fees – $150 plus GST per Qualified Lead (“Lead Fee”) or 12-month subscription for $2,000 plus GST per month (“Passive Subscription Fee”) which will give you access to unlimited Qualified Leads throughout that period.

(b) Proactive Subscription

(i) $2,500 plus GST signup fee; and

(ii) $300 plus GST per Qualified Lead (“Lead Fee”) or 12-month subscription for $4,000 plus GST per month (“Proactive Subscription Fee”) which will give you access to unlimited Qualified Leads throughout that period.

5.3 We have the right to waive any and all fees at our discretion and will notify you in writing of the waiver of any fees.

5.4 Once a Prospective Franchisee becomes a Franchisor Qualified Lead, where you are paying per Qualified Lead, you will be charged the applicable Lead Fee.

5.5 Subscription Fees are payable monthly in advance and for the avoidance of doubt the fees specified in your Order are the monthly rates (unless stated to be for a different period).

5.6 We reserve the right to change the Fees for any Subscription at any time. You will be notified thirty days in advance of any changes to Fees and may terminate prior to these changes taking effect if you consider these will cause you a material detriment.

5.7 If we incur a third-party cost to process a card payment or other transaction, we may charge a reasonable transaction fee.

5.8 You will pay all taxes, duties and other government charges payable in connection with this Agreement whether applying as at the date of this Agreement or in the future including, without limitation, any applicable goods and services tax (GST), other value added tax, sales tax, stamp duty and turnover tax, but excluding taxes, duties and government charges based on our income.

5.9 Our right to require payment of interest does not affect any other rights and remedies it may have regarding the default.

6. Your obligations

6.1 Your obligations to us are as follows:

(a) you will only submit content to be included in Listings and your Mini Site on the Platform yourself or via an authorised third party who has been provided with and agreed to each of the documents comprising this Agreement (subject always to clause 6.1(l) below);

(b) if you are, in our reasonable opinion, in breach of clause 6.1(e) below, you will promptly comply with any direction we give to you in relation to your relevant Listing(s), including any direction to delete, amend or update any relevant Listing(s);

(d) where you provide us with personal information of any individual, you must inform that individual that their personal information will be used and disclosed by us in accordance with our Privacy Policy;

(e) you will ensure that any statement you make to us or any content or material supplied by you (including content uploaded to the Platform):

(i) is not unlawful;

(ii) is not provided for an improper purpose;

(iii) is not misleading or deceptive or likely to mislead or deceive (including for the reason that the branding on a listing would, or would be likely to, mislead or deceive consumers about the Franchise System or Franchise Group); and

(iv) does not include information that is defamatory, fraudulent, infringes the intellectual property rights of third parties or would otherwise expose us to any liability, legal proceedings or other sanction;

(f) you will comply with all applicable laws, including without limitation, the Competition and Consumer Act 2010 (including the Australian Consumer Law); Trade Marks Act 1995; fair trading legislation and any other applicable advertising standards and regulations including the Privacy Act 1988 and regulations thereunder;

(g) you will ensure that you and all employees of your Franchise Group will treat our employees with courtesy at all times and not threaten, harass, abuse, assault, use offensive language towards, defame or repeatedly and unnecessarily contact our employees, contractors or agents or otherwise cause them distress or discomfort;

(h) you will comply with any guidelines and codes issued by your local and national body for your type of organisation;

(i) you will ensure that your username and password for accessing any service supplied by us are kept secure at all times and are only disclosed to persons employed by you or engaged to provide services to you and who are authorised to incur charges on your behalf. However, you are responsible for any use of any service supplied by us using your username and password by any person (whether authorised or otherwise) and, without limitation, you must pay any charges incurred as a result of that use;

(j) you undertake that you will only collect, use, disclose and store personal information obtained through the Platform including through Leads generated by Prospective Franchisees submitting enquiries on the Platform, for the sole purpose of contacting the person enquiring in relation to the specific opportunity they have enquired about, unless advised otherwise by us;

(k) unless we waive this requirement, you must have one Subscription per Franchise System and may only have one Subscription per Franchise System. For the avoidance of doubt:

(i) you may only acquire and maintain multiple Subscriptions within a Franchise Group if each Subscription is attached to a single Franchise System; and

(ii) you will not allow anyone else to use your Subscription to list on the Platform;

(l) you will ensure that you do not use our registered or unregistered trade marks for any purpose that we have not previously approved in writing or in a manner that is likely to mislead individuals into believing there is an association between your brand and our brand, other than that of customer and service provider, without our prior written consent.

7. Listings and Mini Site

In addition to the restrictions imposed on you in clause 6.1(e), you must not include your contact details, or the contact details of anyone involved in your Franchise System, in your Listings or on your Mini Site.

We have the ultimate discretion to determine whether or not content submitted to us to be included in a Listing or your Mini Site is appropriate and acceptable. If we determine in our reasonable discretion that, any content provided by you to be included in a Listing or your Mini Site is unacceptable, we will notify you that the Listing cannot be published on the Platform or that the Mini Site needs to be updated in

8. Database of Unqualified Leads

8.1 You must send an email prepared by us to your database of Unqualified Leads inviting them to use the Platform before you upload any Listings to the Platform.

8.2 In order for us to determine whether a new Prospective Franchisee accesses the Platform as a result of the invitation sent by you, you will provide us with a copy of the database of email addresses of your Unqualified Leads. For the avoidance of doubt, we will not use the database for any other purpose.

8.3 If one of your Unqualified Leads becomes a Qualified Lead in a third party’s franchise system you will be credited $45 or such other amount reasonably determined by us for the first enquiry that individual makes with another franchise system. For the avoidance of doubt, you will only be entitled to one payment per individual included in your database of Unqualified Leads regardless of the number of systems that individual may apply to.

8.4 You represent and warrant to us that you have the consent of your Unqualified Leads to the sharing of their personal information with us and that the provision of your database of Unqualified Leads does not breach the Privacy Act 1988 and regulations.

9. Your warranties and representations

9.1 You represent and warrant to us that at all times during the Term of this Agreement:

(a) you have full legal capacity and power to enter into these Payment Terms and to access and use the Platform in the manner contemplated by the Payment Terms and Franchisor Terms and Conditions;

(b) you have authority to sell all your New Franchise listings on the Platform and have the proper authorities in place required by State or Territory regulations;

(c) you have authority from all relevant parties to list Franchise Resales, including but not limited to the owner of the Franchised Business;

(d) you will comply with all of your obligations set out in clause 6.

10. Your acknowledgements

10.1 You acknowledge and agree that at all times during the Term:

(a) in consideration for us granting you a right to upload Listings to the Platform and the other services we provide, you grant us an irrevocable, perpetual, world-wide, royalty free licence to publish, copy, licence to other persons, use and adapt for any purpose related to our business any content you provide to us during the Term, and this licence survives termination of this Agreement by you or us;

(b) we may, at our discretion, remove or amend some or all of your Listings if you are, in our reasonable opinion, in breach of your obligations under clause 6.1(e);

(c) you are solely responsible for the content of your listings and any errors or omissions in your Listings – our role is one of publisher;

(d) we may vary this Agreement or any of its constituent documents at any time and we will notify you of all variations in writing. In addition, for variations that may cause you material detriment, we will give you at least 30 days’ written notice via email or post before the variation takes effect and you may terminate this

Agreement by giving us written notice during the 30 days notice period;

(e) this Agreement consists of the documents referred to in clause 2 above, as varied from time to time in accordance with clause 9.1(d) above;

(f) all features of our Subscriptions are subject to change, development and discontinuation and, as such, we may vary or discontinue any feature of a Subscription at any time and we will notify you of all variations or discontinuations in writing. In addition, for variations or discontinuations that may cause you material detriment, we will give you at least 30 days’ written notice via email or post before the variation or discontinuation takes effect and you may terminate this Agreement by giving us written notice during the 30 days notice period;

(g) we will use best endeavours to provide you with continuous and fault-free operation of the Platform and the other services we provide you, however we cannot guarantee this and technological failures or delays may prevent us from doing so;

(h) you have provided us with your contact details or your employees have provided us with their contact details (verbally or in writing, including by the provision of a business card to our employees) we may contact you and your employees from time to time in relation to products and services offered by us or our business partners and you authorise us:

(i) to contact you or your employees via phone, email, text message, push notifications and other electronic media, unless you explicitly request us not to contact you via these media; and

(ii) to contact you or your employees via any of these methods without including an unsubscribe facility, to the extent permitted by law.

11. Termination or suspension by us

11.1 Without limiting our other rights, we may immediately terminate this Agreement or suspend or temporarily remove any of your Listings if:

(a) you fail to pay any Fees or charges due to us within 30 days after the due date;

(b) any of your warranties or representations in clause 8 are incorrect;

(c) you are in material breach of your obligations under this Agreement (and, for these purposes, any breach of any obligation under clause 6 above will be regarded as material);

(d) you are in breach of this Agreement (whether or not the breach is material) and fail to rectify the breach within 7 days of us giving you notice of the breach and requiring that it be remedied;

(e) you enter into bankruptcy, liquidation, provisional liquidation, administration, receivership, receivership and management, a composition of arrangement with your creditors, or appoint a receiver, manager or controller over all or any part of your assets, or are protected from creditors under any statute, or become or are deemed to become insolvent; or

(f) you die, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.

11.2 In the event that we exercise our right to suspend or temporarily remove your Listings pursuant to clause 10.1 above, you will remain liable for all Subscription Fees until the termination or expiration of this Agreement.

12. Termination by you

12.1 In addition to any rights of termination you may have under another clause of this Agreement, you may immediately terminate this Agreement if:

(a) we are in material breach of any of our obligations under this Agreement and fail to rectify the breach within 7 days of you giving us notice of the breach and requiring that it be remedied;

(b) we enter into bankruptcy, liquidation, provisional liquidation, administration, receivership, receivership and management, a composition of arrangement with your creditors, or appoint a receiver, manager or controller over all or any part of your assets, or are protected from creditors under any statute, or become or are deemed to become insolvent;

(d) we exercise our right to suspend or temporarily remove your Listings under clause 10.1 for a period of 30 days or more.

13. Effect of termination or suspension

13.1 Termination of this Agreement or suspension or temporary removal of Listings pursuant to clause 10.1 does not:

(a) relieve you of your liability to pay Fees up to the effective time of termination and, for the avoidance of doubt, invoices will still be issued and payable for periods of suspension and during notice periods leading to termination;

(b) relieve either party of its accrued obligations and liabilities pursuant to this Agreement which may be enforced before or after termination; or

13.2 The sums payable by you on termination shall be a debt due to us payable within 30 days of notice of termination.

14. Limitation of liability and indemnity

14.1 Subject to clause 13.4 below, to the extent permitted under the Competition and Consumer Act 2010 (including the Australian Consumer Law) or any other applicable law, each party:

(a) excludes all conditions and warranties implied into this Agreement;

(b) excludes liability for consequential, special or indirect loss or damage (including but not limited to loss of opportunity, loss of revenue, loss of data and loss of profits); and

(c) limits its liability for breach of any consumer guarantee, condition or warranty that cannot be excluded to (at the party’s option) resupplying the relevant service or paying the cost of having the relevant service resupplied.

14.2 Each party must take all reasonable steps to minimise any loss it suffers or is likely to suffer and that is the subject of a claim under this Agreement. If a party does not take reasonable steps to minimise that loss, then liability for the relevant claim will be reduced accordingly.

14.3 Neither party will be liable under this Agreement to the extent that liability is caused by:

(a) the other party’s breach of its obligations under this Agreement or its negligent act or omission; or

(b) any delay in performance or breach of this Agreement which arises as a result of any matter beyond its control (including, in our case, viruses, other defects or failure of the server hosting the Platform).

14.4 You indemnify us and our officers, employees and agents (“those indemnified”) against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any content or material uploaded or submitted by you in connection with this Agreement or any other act or omission by you in connection with your use of the Platform or our other services.

14.5 Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement for whatever reason.

15. Assignment

15.1 You must not assign this Agreement without our prior written consent, which will not be unreasonably withheld.

15.2 We may assign this Agreement at any time. If we assign this Agreement, we will notify you of the assignment.

16. Notices

16.1 We will send all notices and other communications to you at the email address and/or postal address you have provided to us. It is your sole responsibility to ensure that you provide us with your current contact email address and/or postal address.

16.2 All notices from you to us (including termination notices) must be sent by email to info@hattch.com.

17. General provisions relating to rights and remedies

17.1 No delay or failure by either party to enforce any provision of this Agreement will be deemed a waiver or create a precedent or will prejudice rights. No waiver by either party will be effective unless it is in writing and signed.

17.2 If any term of this Agreement is void, unenforceable or illegal, that term is severed. The remainder of this Agreement has full force and effect.

17.3 Each party’s rights and remedies provided in this Agreement are in addition to other rights and remedies given by law and equity independently of this Agreement.

18. Governing Law

18.1 The laws of Victoria, Australia govern this Agreement.

18.2 Each party submits to the exclusive jurisdiction of the Courts of Victoria, Australia and waives any right to object to an action being brought in the Courts of Victoria (including that the action has been brought in an inconvenient forum, or that those Courts do not have jurisdiction).